THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to theaction you should take, you should consult a stockbroker, solicitor, accountant or otherappropriate independent professional adviser.

If you have sold or transferred all your shares in HSBC Holdings plc (the ‘‘Company’’), youshould at once forward this document and the accompanying Form of Proxy to the stockbroker,bank or other agent through whom the sale or transfer was effected for transmission to thepurchaser or transferee.

This document should be read in conjunction with the Annual Report and Accounts and/or AnnualReview in respect of the year ended 31 December 2006.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this document,makes no representation as to its accuracy or completeness and expressly disclaims any liabilitywhatsoever for any loss howsoever arising from or in reliance upon the whole or any part of thecontents of this document. The ordinary shares of HSBC Holdings plc trade under stock code 5 on TheStock Exchange of Hong Kong Limited.

Shareholders may at any time choose to receive corporate communications in printed form orelectronically. To register online to receive electronic communications, or revoke or amend aninstruction to receive electronic communications, go to www.hsbc.com/ecomms. If you received thisdocument electronically and would like to receive a printed copy or would like to receive futureshareholder communications in printed form, please write to the appropriate Registrar at the addressgiven below. Printed copies will be provided without charge. Further copies of this document and aChinese translation of this and future documents may be obtained from the Registrars: ComputershareHong Kong Investor Services Limited, Hopewell Centre, Rooms 1806-1807, 18th Floor, 183 Queen’sRoad East, Wan Chai, Hong Kong SAR; Computershare Investor Services PLC, PO Box 1064, ThePavilions, Bridgwater Road, Bristol BS99 3FA, United Kingdom; or Corporate Shareholder Services,The Bank of Bermuda Limited, 6 Front Street, Hamilton HM 11, Bermuda.

HSBC Holdings plc

Notice of

Annual General Meeting

to be held on 25 May 2007

Notice of the Annual General Meeting to be held at Barbican Hall, Barbican Centre, London EC2 at11.00 am on Friday 25 May 2007 is set out on pages 8 to 19.

The action to be taken by Shareholders is set out on page 4. Whether or not you propose to attend theAnnual General Meeting you are requested to complete and submit a Form of Proxy in accordance withthe instructions printed on the enclosed Form. Submission of a Form of Proxy will not preclude ashareholder from attending and voting in person. The Form of Proxy must be received not less than 48hours before the time of the holding of the Annual General Meeting.

3 April 2007

Access to the Meeting

The Barbican Centre is wheelchair accessible, the auditorium is fitted with an inductionloop, and parking spaces are available for disabled drivers. To help us ensure theAnnual General Meeting is fully accessible to all Shareholders, please contact SurinderGill (telephone +44 (0)20 7992 1385, fax +44 (0)20 7992 4631, e-mailsurindergill@hsbc.com) if you have any particular access or other needs.

This Notice of Annual General Meeting and the Annual Report and Accounts and/orAnnual Review are available on our web site, www.hsbc.com.

The Annual General Meeting can be viewed live on the internet at www.hsbc.com/agmwebcast. A recording of the Annual General Meeting will also be available afterthe conclusion of the meeting until 30 June 2007.

3 April 2007

Dear Shareholder

Special Business at the Annual General Meeting

The purpose of this letter is to give you details of the proposals which will be considered as specialbusiness at the Annual General Meeting of the Company to be held on Friday 25 May 2007. The Noticeof Annual General Meeting is set out on pages 8 to 19 of this document.

1 Resolutions 5 and 6 (Authority to Directors to allot shares and disapplication of pre-emptionrights)

At last year’s Annual General Meeting the Directors were again given general authorities to allotshares.

The general purpose of these authorities is to enable the Directors to issue new shares without havingfirst to obtain the consent of Shareholders in general meeting. The need for such an issue of sharescould arise, for example, in the context of a transaction (such as the acquisition of a company) whichhad to be completed speedily. The granting of such authorities is now commonplace, and your Boardtakes the view that it would be in the interests of the Company if the authorities were renewed.

In addition to the Ordinary Shares reserved for issue pursuant to the exercise of options previouslygranted under the employee share plans, the Directors would have authority to allot new OrdinaryShares up to a maximum amount (in nominal value) of US$1,158,660,000, equivalent to 20 per cent ofthe Ordinary Shares in issue on 22 March 2007, being the latest practicable date prior to the printing ofthis document.

Within this amount, the Directors would have authority to allot Ordinary Shares (and, in addition, tosell any Ordinary Shares which may be held in treasury) wholly for cash to persons other than existingShareholders up to a maximum amount (in nominal value) of US$289,665,000. This is equivalent toapproximately 5 per cent of the Ordinary Shares in issue on 22 March 2007. The Company does notcurrently hold any of its shares in treasury.

Other than on the exercise of options granted under the employee share plans or pursuant to theCompany’s scrip dividend scheme your Board has no present intention of issuing any further OrdinaryShares, and no issue will be made which would effectively change the control of the Company or thenature of its business without the prior approval of Shareholders in general meeting.

The Board is again seeking authority to issue sterling, United States dollar and euro preference shares.These preference shares were created to underpin issues of preferred securities, which are tax efficientregulatory capital, and with the intention that they may be used for the purpose of raising furtherregulatory capital. If any of the preference shares were to be issued they would, subject to regulatoryapproval, be redeemable at the Company’s option and carry no voting rights except in exceptionalcircumstances but would rank in priority to the Company’s Ordinary Shares with respect toparticipation in any return of capital. The Board has no present intention of exercising this authority.

It is proposed that these general authorities be extended until the Annual General Meeting in 2008.

1

HSBC Holdings plcIncorporated in England with limited liability. Registered in England: number 617987Registered Office and Group Head Office:8 Canada Square, London E14 5HQ, United Kingdom

2 Resolution 7 (Purchase of Ordinary Shares by the Company)

The Company has power under its Articles of Association to purchase its own shares. The Directorsconsider that it is appropriate to seek renewal of the mandate giving authority for the Company to makemarket purchases of up to 10 per cent of its own Ordinary Shares in issue. It is emphasised that itremains the Directors’ policy to maintain a strong capital base, a policy which has been one of theGroup’s strengths over the years. Having this authority will, however, give added flexibility if theDirectors consider it in the interests of the Company and its Shareholders to purchase Ordinary Sharesin the market in appropriate circumstances.

The UK Companies Act 1985 (as amended) permits the Company to elect to hold in treasury anyOrdinary Shares it may repurchase, rather than automatically cancelling those shares. Approval hasbeen received from the relevant regulatory authorities in Hong Kong to enable the Company to holdrepurchased shares in treasury. The conditional waiver granted by the Hong Kong Stock Exchange on19 December 2005 was granted on the basis of certain agreed modifications to the Hong Kong StockExchange’s Listing Rules applicable to the Company, details of which can be found on the Company’swebsite, www.hsbc.com and the Hong Kong Stock Exchange’s website, www.hkex.com.hk. Copies ofthe modifications are also available from the Group Company Secretary, HSBC Holdings plc, 8 CanadaSquare, London E14 5HQ and the Corporation Secretary, The Hongkong and Shanghai BankingCorporation Limited, 1 Queen’s Road Central, Hong Kong.

Further details regarding the proposed authority to be given to the Company to purchase its own sharesand the waiver granted by the Hong Kong Stock Exchange are set out in Appendix I.

3 Resolution 8 (Scrip dividend)

The authority for the Directors to offer a scrip dividend alternative, whereby Shareholders may elect toreceive new Ordinary Shares instead of dividends in cash, will expire on payment of the fourth interimdividend for 2006. Shareholders’ approval is therefore sought to renew the authority for the Directors tooffer a scrip dividend alternative for a further five-year period to the Annual General Meeting in 2012.

4 Resolutions 9 and 10 (Political donations and expenditure)

The authorities for the Company and HSBC Bank plc to make donations to EU political organisationsand to incur EU political expenditure up to a maximum aggregate of £250,000 and £50,000respectively expire at the conclusion of this Meeting. These authorities have not been used and it is notproposed to change HSBC’s long-standing policy of not making contributions to any political party.The authorities were sought only as a precautionary measure because of the uncertainty as to whatmight unexpectedly fall within the very broad scope of what are defined as political donations orexpenditure in the UK Companies Act 1985 as amended by the Political Parties, Elections andReferendums Act 2000. It is proposed therefore to ask Shareholders to renew these authorities for afurther period.

The UK Companies Act 2006 contains provisions relating to political donations and expenditure thatwill replace the existing provisions in the UK Companies Act 1985. Whilst the UK Companies Act2006 will not remove all of the uncertainties relating to political donations and expenditure it will, incontrast to the existing provisions in the UK Companies Act 1985, enable the Directors to seek relieffrom liability and ratification by Shareholders for any inadvertent unauthorised political donation orexpenditure. On that basis, it is proposed that the new authorities to be granted pursuant to the passingof Resolutions 9 and 10 should expire on the earlier of the date on which the last of the sections of theUK Companies Act 2006 relating to ratification by shareholders and political donations andexpenditure come into force (which is expected to be in October 2007) and the conclusion of theCompany’s Annual General Meeting in 2008.

5 Resolution 11 (Electronic communications)

Certain provisions of the UK Companies Act 2006 have already come into effect. New provisions havebeen introduced with effect from 20 January 2007 dealing with, inter alia, company communications toshareholders and other provisions which facilitate communications in electronic form and by means ofa website. Similar amendments to facilitate communications with shareholders in electronic form andby means of a website have been introduced into the UK Disclosure and Transparency Rules.

2

The shareholder electronic communications provisions in the UK Companies Act 2006 and the UKDisclosure and Transparency Rules are intended to make it easier and cheaper for UK companies tocommunicate with their shareholders. In particular, the new Act and the UK Disclosure andTransparency Rules extend the provisions of the UK Companies Act 1985 by enabling a company,subject to certain conditions, to treat its shareholders as having deemed to agree to communication bymeans of a website.

The deemed agreement procedure for electronic communications by means of a website works asfollows. For a Shareholder to be deemed to have agreed to receive communications by means of awebsite, in addition to the passing of Resolution 11, Shareholders must also be asked individually toagree that HSBC Holdings can communicate with them by way of its website. In the event that aShareholder does not respond with an objection to the Company’s request to communicate by means ofa website within 28 days from the date of the request, the Shareholder will be deemed to have agreed toreceive notices, documents or information from HSBC Holdings by means of a website. AnyShareholder may indicate a wish to continue to receive printed documents at any time and anyagreement to receive documents or information electronically or by means of a website can be revokedat any time. Every Shareholder who has agreed to receive communications by website will be notifiedwhen a document is available on a website. If a Shareholder has provided HSBC Holdings with anemail address for the purpose of receiving communications in electronic form that notification will besent by email. If a Shareholder’s email address is not held by the Company, a printed notice will be sentadvising that a document is available on HSBC Holding’s website.

As the Hong Kong Listing Rules do not provide for the deemed agreement procedure for electroniccommunications by means of a website contained in the UK Companies Act 2006 and the UKDisclosure and Transparency Rules, a waiver has been sought and obtained to permit HSBC Holdingsto take advantage of the new provisions for electronic communications with Shareholders. The waiveris conditional on obtaining Shareholder approval by the passing of Resolution 11.

In the event that Resolution 11 is passed, Shareholders will be contacted in writing to request theirconsent for the use of electronic communications by means of a website for conveying information. Weexpect the 2007 Interim Report will be the first document to be available under the new procedures.

The effect of sending printed financial reports and other information to only those who wish to receiveinformation in that way will avoid unnecessary waste and, accordingly, reduce the detrimental impacton the environment of such waste. The Company would reduce its consumption of paper, ink andrelated chemicals and its consumption of energy both for the production of the reports and theirtransportation and distribution to some 200 countries and territories. At the same time HSBC Holdingswill be achieving cost savings for the benefit of Shareholders, many of whom are telling us they do notwant to receive the printed documents that we distribute.

6 Resolution 12 (Alterations to the Articles)

To reflect the provisions of the UK Companies Act 2006 brought into force on 1 January 2007 and 20January 2007, and additional provisions which will come into effect on 6 April 2007, it is proposed thatcertain alterations be made to the Articles of Association. Further information in relation to theproposed alterations is set out in Appendix II.

The remaining provisions of the UK Companies Act 2006 are expected to come into force later thisyear and/or during 2008. In addition, various regulations that relate to certain of these provisions haveyet to be finalised. Consequently, it will be necessary for the Company to undertake a further review ofits Articles of Association in due course in order to reflect these other provisions. As these furtherchanges to the Articles of Association will be reasonably substantial in number, it is expected that theCompany will adopt new Articles of Association at its Annual General Meeting in 2008.

7 Recommendation

Your Board considers that the proposals described in this document are in the best interests ofHSBC Holdings plc and its Shareholders and recommends that you should vote in favour of theresolutions relating thereto. The Directors intend to do so in respect of their own beneficialholdings.

3

8 Action to be taken

A Form of Proxy is enclosed for use at the Annual General Meeting. Whether or not you propose toattend the Annual General Meeting, you are requested to complete and submit a Form of Proxy inaccordance with the instructions printed on the enclosed Form. The Form of Proxy must be received notless than 48 hours before the time of the holding of the Annual General Meeting. The completion andsubmission of a Form of Proxy will not preclude a Shareholder from attending and voting in person atthe Annual General Meeting. Shareholders with internet access may submit their Form of Proxyelectronically at www.hsbc.com/proxy by entering the Shareholder Reference and PersonalIdentification numbers printed on their Form of Proxy. For shares held through CREST, proxyappointments may be submitted via the CREST proxy voting system.

If you would like a question or questions to be addressed at the Annual General Meeting pleasecomplete and return the form on page 21 or send your question via email to agmquestions@hsbc.com.

We will endeavour to address any questions raised when the item of business to which the questionsrelate is under consideration by the Annual General Meeting. Any questions submitted that are notrelevant to the business of the Annual General Meeting will be forwarded for the attention of anappropriate executive. Submitting a question in advance of the Annual General Meeting does not affectyour rights as a Shareholder to attend and speak at the Annual General Meeting.

Yours sincerely

S K GreenGroup Chairman

4

APPENDIX I

PURCHASE OF ORDINARY SHARES BY THE COMPANY

Set out below is information concerning the proposed general mandate for the purchase of shares by theCompany (Resolution 7), which incorporates the Explanatory Statement required to be sent toShareholders in accordance with the Listing Rules of the Hong Kong Stock Exchange as well as detailsof the conditional waiver granted by the Hong Kong Stock Exchange to enable the Company to hold intreasury any shares it may repurchase.

(a) It is proposed that the Company be given authority to purchase up to 1,158,660,000 OrdinaryShares (which represent 10 per cent of the Ordinary Shares in issue on 22 March 2007, the latestpracticable date prior to the printing of this document). Purchases of shares will be at prices notbelow the nominal value of each Ordinary Share, US$0.50 (or the equivalent in the relevantcurrency in which the purchase is effected), and at not more than 105 per cent of the average of themiddle market quotations for the Ordinary Shares on the London Stock Exchange for the fivedealing days before the relevant purchase or 105 per cent of the average of the closing prices of theOrdinary Shares on the Hong Kong Stock Exchange for the five dealing days before the relevantpurchase, whichever is the lower.

(b) The Directors believe that it is in the best interests of the Company and its Shareholders to have ageneral authority from Shareholders to enable the Company to purchase Ordinary Shares in themarket and to give power to the Directors to exercise such authority. The Directors intend thatpurchases of shares should only be made if they consider that the purchase would operate for thebenefit of the Company and Shareholders taking into account relevant factors and circumstances atthat time, for example the effect on earnings per share. The Directors have no immediate plans tomake any purchases under the proposed authority.

(c) It is expected that purchases will be funded from the Company’s available cash flow or liquidresources and will, in any event, be made out of funds legally available for the purchase inaccordance with the Memorandum and Articles of Association of the Company and the applicablelaws of England and Wales.

(d) The Directors do not propose to execute purchases in circumstances where to do so would have amaterial adverse effect on the capital requirements of the Company or the liquidity levels which, inthe opinion of the Directors, are from time to time appropriate for the Company. If the power tomake purchases were to be carried out in full (equivalent to 10 per cent of the Ordinary Shares inissue on 22 March 2007, being the latest practicable date prior to the printing of this document)there might be a material adverse impact on the capital or liquidity position of the Company (ascompared with the position disclosed in its published audited accounts for the year ended 31December 2006).

(e) None of the Directors, nor, to the best of the knowledge of the Directors having made allreasonable enquiries, any associates (as defined in the Listing Rules of the Hong Kong StockExchange) of the Directors, has a present intention, in the event that Resolution 7 is approved byShareholders, to sell any Ordinary Shares to the Company. No connected persons (as defined in theListing Rules of the Hong Kong Stock Exchange) of the Company have notified the Company thatthey have a present intention to sell shares in the Company to the Company or have undertaken notto sell any of the shares in the Company held by them to the Company, in the event that Resolution7 is approved.

(f) Under the provisions of the UK Companies Act 1985 (as amended) the Company is permitted,following any repurchase of Ordinary Shares, to retain and hold such shares in treasury, providedthat the number of such shares held in treasury does not exceed 10 per cent of its total number ofissued shares, rather than automatically cancelling them. On 19 December 2005, the Hong KongStock Exchange granted a conditional waiver to the Company to enable it to hold shares which itmay repurchase in treasury (the ‘‘Waiver’’). The Waiver is subject to certain conditions, includingcompliance by the Company with all applicable laws and regulations in the United Kingdom inrelation to the holding of shares in treasury. As part of the Waiver, the Company has agreed withthe Hong Kong Stock Exchange a set of modifications to the Hong Kong Stock Exchange’s ListingRules necessary to enable the Company to hold treasury shares. The modifications also reflect

5

various consequential matters to deal with the fact that the Company may hold treasury shares inthe future. A full version of the modifications is available on the Company’s website,www.hsbc.com, and the Hong Kong Stock Exchange’s website, www.hkex.com.hk. Copies ofthe modifications are also available from the Group Company Secretary, HSBC Holdings plc, 8Canada Square, London E14 5HQ and the Corporation Secretary, The Hongkong and ShanghaiBanking Corporation Limited, 1 Queen’s Road Central, Hong Kong. In accordance with the termsof the Waiver, the Company confirms that it will comply with the applicable law and regulation inthe United Kingdom in relation to the holding of any shares in treasury and with the conditions ofthe Waiver in connection with any shares which it may hold in treasury.

(g) The Directors have undertaken to the Hong Kong Stock Exchange that, if they exercise any powerof the Company to make purchases pursuant to Resolution 7, they will do so in accordance with theListing Rules of the Hong Kong Stock Exchange (as modified in accordance with the terms of theWaiver to enable the Company to hold in treasury any shares it may repurchase) and the applicablelaws of England and Wales.

(h) The Directors are not aware of any consequences which would arise under any applicableTakeover Code as a result of any purchases made by the Company pursuant to Resolution 7, ifapproved.

(i) The Company has not purchased any of its own shares whether on the Hong Kong Stock Exchangeor otherwise in the six months prior to the date of this document.

(j) The highest and lowest prices at which Ordinary Shares or, in the case of the New York StockExchange, American Depositary Shares (‘‘ADS’’), have traded on the Hong Kong, London, NewYork, Paris and Bermuda Stock Exchanges during each of the twelve months prior to 22 March2007 (the latest practicable date prior to the printing of this document) were as follows:

Hong Kong

Stock Exchange

London

Stock Exchange

New York

Stock Exchange

(ADS1)

Euronext Paris

Stock Exchange

Bermuda

Stock Exchange

Lowest

(HK$)

Highest

(HK$)

Lowest

(£)

Highest

(£)

Lowest

(US$)

Highest

(US$)

Lowest

(E)

Highest

(E)

Lowest

(BD$)

Highest

(BD$)

March 2006 129.00 134.30 9.54 9.98 83.11 87.11 13.80 14.60 16.70 17.35

April 2006 129.90 134.00 9.41 9.82 84.00 86.93 13.55 14.17 17.00 17.20

May 2006 133.40 142.40 9.06 9.92 85.85 92.35 13.23 14.49 17.35 18.05

June 2006 131.60 136.30 9.14 9.62 84.00 88.69 13.30 13.92 16.95 17.30

July 2006 134.40 141.00 9.35 9.86 85.83 91.49 13.50 14.44 17.25 18.25

August 2006 137.90 142.80 9.38 9.72 89.00 92.35 13.85 14.36 18.00 18.35

September 2006 137.80 142.50 9.47 9.82 88.64 91.86 13.91 14.48 17.90 18.20

October 2006 141.20 147.60 9.60 10.21 90.95 95.83 14.20 15.17 18.65 19.05

November 2006 142.70 152.00 9.35 10.29 92.34 98.56 13.91 15.75 18.65 19.55

December 2006 140.00 144.80 9.10 9.46 89.96 93.59 13.55 14.74 18.10 18.35

January 2007 138.80 145.80 9.09 9.53 89.27 93.36 13.78 14.49 17.95 18.75

February 2007 135.40 144.20 8.86 9.40 85.45 92.68 13.20 14.38 17.75 18.30

1 Each ADS represents five Ordinary Shares.

6

APPENDIX II

SUMMARY OF ALTERATIONS TO THE ARTICLES OF ASSOCIATION

To reflect certain of the provisions of the UK Companies Act 2006 brought into force on 1 January2007 and 20 January 2007, and certain additional provisions which will come into effect on 6 April2007, it is proposed that alterations be made to the Articles of Association. The principal alterations tothe Articles of Association, which are proposed to be made by Resolution 12 in the Notice of AnnualGeneral Meeting, are summarised below:

1 To add a definition for the UK Companies Act 2006 (Article 2.1).

2 To delete the definition of ‘‘communication’’ and replace the definition of ‘‘electroniccommunication’’ with a definition of ‘‘electronic form’’ to conform with the definitions in theUK Companies Act 2006. The new definition of ‘‘electronic form’’ will include making anyinformation or document available on a website and references in the Articles of Association toelectronic copy, electronic communication and electronic means shall be construed accordingly. Inaddition a new definition of ‘‘hard copy’’ will be introduced to distinguish hard copy documentsfrom those in electronic form where required in the Articles of Association, which is principally inconnection with authentication of documents sent to the Company as set out in the new Article159A (Article 2.1).

3 To add references to the UK Companies Act 2006 where required to reflect the changes in UK lawbrought into force by the UK Companies Act 2006 and replace existing references to the UKCompanies Act 1985 (as amended) where these have been repealed and, where appropriate,replaced with new sections in the UK Companies Act 2006 (Articles 2.4, 79A.1, 81, 132.1(d) and163.1).

4 To reflect the change in the UK law relating to age discrimination and the repeal of section 293 ofthe UK Companies Act 2006 so that a Director of the Company may continue as a Directornotwithstanding he or she has reached the age of 70 (Article 95).

5 To amend the company communication provisions to reflect the changes being introduced as aresult of the UK Companies Act 2006 and, in particular, subject to the passing of Resolution 11,allowing the Company to take advantage of the deemed agreement provisions in relation to the useof a website for the supply of notices, documents or other information introduced in Part 4 ofSchedule 5 to the UK Companies Act 2006. This latter change will enable the Company to treat aShareholder as having consented to the supply of notices, documents or information by makingthem available on the Company’s website where such Shareholder has been asked individually bythe Company to agree to the supply of notices, documents or other information in this manner andsuch Shareholder has not responded to the Company’s request within 28 days from when suchrequest was sent (Article 159).

6 To set out the Company’s authentication procedures in relation to authenticating documents sent tothe Company. In particular, in relation to documents sent in electronic form, allowing the Board toretain discretion to determine the manner in which it will treat a document received by theCompany as sufficiently authenticated and giving the Board the power to request reasonableevidence of authority where a document is supplied by a person on another’s behalf (Article159A).

7 To reflect the provisions in the UK Companies Act 2006 relating to deemed delivery of documentsor information where such documents or information have been sent or supplied by the Companyby means of a website so that any notice, document or other information sent or supplied by meansof a website is deemed to have been received by the intended recipient (i) when the material wasfirst made available on the Company’s website, or (ii) if later, when the recipient received (or isdeemed to have received) notice of the fact the material was available on the Company’s website(Article 162.4).

7

HSBC Holdings plc

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of the Company will be held at the BarbicanHall, Barbican Centre, London EC2 on Friday 25 May 2007 at 11.00 am to transact the followingordinary business:

1 to receive and consider the Annual Accounts and Reports of the Directors and of the Auditorfor the year ended 31 December 2006;

2 to approve the Directors’ Remuneration Report for the year ended 31 December 2006;

3 to re-elect Directors:

(a) The Lord Butler;(b) The Baroness Dunn;(c) R A Fairhead;(d) W K L Fung;(e) Sir Brian Moffat; and(f) G Morgan;

4 to reappoint KPMG Audit Plc as Auditor at remuneration to be determined by the Group AuditCommittee;

and by way of special business to consider and (if thought fit) pass the following Resolutions of whichResolutions 5, 7, 8, 9, 10 and 11 will be proposed as Ordinary Resolutions and Resolutions 6 and 12will be proposed as Special Resolutions:

5 THAT the Directors be and they are hereby generally and unconditionally authorised pursuantto and for the purposes of section 80 of the Companies Act 1985 (‘‘the Act’’) to exercise all thepowers of the Company to allot relevant securities (within the meaning of that section) up toan aggregate nominal amount of £100,000 and E100,000 (in each such case in the form of10,000,000 non-cumulative preference shares), US$85,500 (in the form of 8,550,000 non-cumulative preference shares) and US$1,158,660,000 (in the form of Ordinary Shares ofUS$0.50 each (‘‘Ordinary Shares’’)) provided that this authority shall be limited so that,otherwise than pursuant to:

(a) a rights issue or other issue the subject of an offer or invitation, open for acceptance for aperiod fixed by the Directors, to:

(i) Ordinary Shareholders where the relevant securities respectively attributable to theinterests of all Ordinary Shareholders are proportionate (or as nearly as may be) tothe respective number of Ordinary Shares held by them; and

(ii) holders of securities, bonds, debentures or warrants which, in accordance with therights attaching thereto, are entitled to participate in such a rights issue or other issue,

but subject to such exclusions or other arrangements as the Directors may deem necessaryor expedient in relation to fractional entitlements or securities represented by depositaryreceipts or having regard to any restrictions, obligations or legal problems under the lawsof or the requirements of any regulatory body or stock exchange in any territory orotherwise howsoever; or

8

(b) the terms of any share plan for employees of the Company or any of its subsidiaryundertakings; or

(c) any scrip dividend scheme or similar arrangements implemented in accordance with theArticles of Association of the Company; or

(d) the allotment of up to 10,000,000 non-cumulative preference shares of £0.01 each,10,000,000 non-cumulative preference shares of E0.01 each and 8,550,000 non-cumulative preference shares of US$0.01 each in the capital of the Company,

the nominal amount of relevant securities to be allotted by the Directors pursuant to thisauthority wholly for cash shall not in aggregate, together with any allotment of other equitysecurities authorised by sub-paragraph (b) of Resolution 6 set out in the Notice convening thisMeeting, exceed US$289,665,000 (being equal to approximately 5 per cent of the nominalamount of Ordinary Shares of the Company in issue at the latest practicable date prior to theprinting of the Notice of this Meeting) and such authority shall expire at the conclusion of theAnnual General Meeting of the Company to be held in 2008 save that this authority shallallow the Company before the expiry of this authority to make offers or agreements whichwould or might require relevant securities to be allotted after such expiry and the Directorsmay allot relevant securities in pursuance of such offers or agreements as if the authorityconferred hereby had not expired.

6 THAT the Directors be and are hereby empowered pursuant to section 95 of the CompaniesAct 1985 (‘‘the Act’’):

(a) subject to the passing of Resolution 5 set out in the Notice convening this Meeting, toallot equity securities (as defined by section 94 of the Act) the subject of the authoritygranted by Resolution 5; and

(b) to allot any other equity securities (as defined by section 94 of the Act) which are held bythe Company in treasury,

in each case as if section 89(1) of the Act did not apply to any such allotment, provided thatthis power shall expire at the conclusion of the Annual General Meeting of the Company to beheld in 2008 save that this power shall enable the Company before the expiry of this power tomake offers or agreements which would or might require equity securities to be allotted aftersuch expiry and the Directors may allot equity securities in pursuance of such offers oragreements as if the power conferred hereby had not expired.

7 THAT the Company be and is hereby generally and unconditionally authorised to makemarket purchases (within the meaning of section 163 of the Companies Act 1985) of OrdinaryShares of US$0.50 each in the capital of the Company (‘‘Ordinary Shares’’) and the Directorsare authorised to exercise such authority provided that:

(a) the maximum number of Ordinary Shares hereby authorised to be purchased is1,158,660,000 Ordinary Shares;

(b) the minimum price (exclusive of expenses) which may be paid for each Ordinary Share isUS$0.50 (or the equivalent in the relevant currency in which the purchase is effectedcalculated by reference to the spot rate of exchange for the purchase of United Statesdollars with such other currency as quoted by HSBC Bank plc in the London ForeignExchange Market at or about 11.00 am (London time) on the business day (being a day onwhich banks are ordinarily open for the transaction of normal banking business inLondon) prior to the date on which the Ordinary Share is contracted to be purchased, ineach case such rate to be the rate as conclusively certified by an officer of HSBC Bankplc);

(c) the maximum price (exclusive of expenses) which may be paid for each Ordinary Share isthe lower of (i) 105 per cent of the average of the middle market quotations for theOrdinary Shares (as derived from the Daily Official List of London Stock Exchange plc)for the five dealing days immediately preceding the day on which the Ordinary Share iscontracted to be purchased or (ii) 105 per cent of the average of the closing prices of theOrdinary Shares on The Stock Exchange of Hong Kong Limited for the five dealing daysimmediately preceding the day on which the Ordinary Share is contracted to bepurchased, in each case converted (where relevant) into the relevant currency in which the

9

purchase is effected calculated by reference to the spot rate of exchange for the purchaseof such currency with the currency in which the quotation and/or price is given as quotedby HSBC Bank plc in the London Foreign Exchange Market at or about 11.00 am(London time) on the business day prior to the date on which the Ordinary Share iscontracted to be purchased, in each case such rate to be the rate as conclusively certifiedby an officer of HSBC Bank plc;

(d) unless previously revoked or varied this authority shall expire at the conclusion of theAnnual General Meeting of the Company to be held in 2008; and

(e) the Company may prior to the expiry of this authority make a contract to purchaseOrdinary Shares under this authority which will or may be executed wholly or partly aftersuch expiry and may make a purchase of Ordinary Shares pursuant to any such contract.

8 THAT the Directors be and are hereby empowered:

(a) to exercise the power conferred upon them by Article 151 of the Articles of Associationof the Company (as from time to time varied) so that, to the extent and in the mannerdetermined by the Directors, the holders of Ordinary Shares of US$0.50 each in theCompany (‘‘Ordinary Shares’’) be permitted to elect to receive new Ordinary Shares,credited as fully paid instead of all or part of any dividend (including interim dividends)payable up to the conclusion of the Annual General Meeting in 2012;

(b) to capitalise from time to time the appropriate nominal amount or amounts of new sharesof the Company falling to be allotted pursuant to elections made under the Company’sscrip dividend scheme out of the amount or amounts standing to the credit of any reserveaccount or fund of the Company, as the Directors may determine, to apply that sum inpaying up in full the relevant number of such new shares and to allot such new sharespursuant to such elections; and

(c) generally to implement the Company’s scrip dividend scheme on such terms andconditions as the Directors may from time to time determine and to take such otheractions as the Directors may deem necessary or desirable from time to time in respect ofthe Company’s scrip dividend scheme.

9 THAT the Company be and is hereby generally and unconditionally authorised for thepurposes of Part XA of the Companies Act 1985 (as amended) (‘‘the Act’’) to make donationsto EU political organisations and to incur EU political expenditure (as such terms are definedin section 347A of the Act) up to a maximum aggregate amount of £250,000 provided thatsuch authority shall expire on the earlier of the conclusion of the Annual General Meeting ofthe Company to be held in 2008 and the date on which the last of sections 239 and 362 to 379(inclusive) of the Companies Act 2006 come into force.

10 THAT HSBC Bank plc be and is hereby generally and unconditionally authorised for thepurposes of Part XA of the Companies Act 1985 (as amended) (‘‘the Act’’) to make donationsto EU political organisations and to incur EU political expenditure (as such terms are definedin section 347A of the Act) up to a maximum aggregate amount of £50,000 provided that suchauthority shall expire on the earlier of the conclusion of the Annual General Meeting of theCompany to be held in 2008 and the date on which the last of sections 239 and 362 to 379(inclusive) of the Companies Act 2006 come into force.

11 THAT the Company be authorised, subject to and in accordance with the provisions of theCompanies Act 2006 and the Articles of Association of the Company (as from time to timevaried), to send, convey or supply all types of notices, documents or information to themembers by means of electronic equipment for the processing (including by means of digitalcompression), storage and transmission of data, using wires, radio optical technologies, or anyother electromagnetic means, including by making such notices, documents or informationavailable on a website.

12 THAT the Articles of Association of the Company be and are hereby altered as follows:

(a) by inserting into Article 2.1 the following words:

‘‘2006 Act subject to paragraph 2.3 of this Article, theCompanies Act 2006’’;

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(b) by deleting from Article 2.1 the following words:

‘‘communication has the meaning given to it in the ElectronicCommunications Act 2000’’;

(c) by deleting from Article 2.1 the following words:

‘‘electronic communication has the meaning given to it in the ElectronicCommunications Act 2000 and ‘‘electroniccommunications’’ shall be construed accordingly’’,

and substituting therefor the words:

‘‘electronic form has the meaning given in section 1168 of the 2006Act, and shall include provision of any informationor document on a website, and references to‘‘electronic copy’’, ‘‘electronic communication’’and ‘‘electronic means’’ shall be construedaccordingly’’;

(d) by inserting into Article 2.1 the following words:

‘‘hard copy any document sent or supplied in a paper copy orsimilar form capable of being read by therecipient’’;

(e) by inserting into Article 2.4 the words ‘‘or the 2006 Act, as appropriate’’ so that Article2.4 reads as follows:

‘‘Save as aforesaid, and unless the context otherwise requires, words or expressionscontained in these Articles shall bear the same meaning as in the Act or the 2006 Act, asappropriate.’’;

(f) by inserting into Article 79A.1 the words ‘‘, the 2006 Act’’ so that the introductory wordsof Article 79A.1 begin as follows:

‘‘From time to time the Directors may (consistently with the Act, the 2006 Act and theseArticles) make such regulations and establish such procedures as they considerappropriate to receive and verify the appointment or revocation of a proxy. Any suchregulations may be general or specific to a particular meeting.’’;

(g) by deleting from Article 81.1, 81.3, 81.4(a), 81.5 and 81.6 the words ‘‘section 212 of theAct’’ and substituting therefor the words ‘‘section 793 of the 2006 Act’’,

by deleting from Article 81.4(b) the words ‘‘section 212 of the Act’’ and substitutingtherefor the words ‘‘sections 820 to 825 of the 2006 Act’’,

by deleting from Article 81.4(e)(i) the words ‘‘section 428 of the Act’’ and substitutingtherefor the words ‘‘section 974 of the 2006 Act’’,

by deleting from Article 81.4(e)(ii) the words ‘‘section 207 of the Financial Services Act1986’’ and substituting therefor the words ‘‘section 285 of the Financial Services andMarkets Act 2000’’, and

by deleting from Article 81.7 the words ‘‘section 216 of the Act’’ and substituting thereforthe words ‘‘section 794 of the 2006 Act’’;

(h) by deleting Article 95;

(i) by deleting from Article 132.1(d) the words ‘‘Part VI of the Act’’ and substituting thereforthe words ‘‘Part 22 of the 2006 Act’’;

(j) by deleting the existing Article 159 and substituting therefor the following new Article159:

‘‘159 Form of Notices

159.1 Notwithstanding anything to the contrary in these Articles, any notice, documentor information to be given, sent, issued, deposited, served or delivered (or theequivalent) to or by any person pursuant to these Articles (other than a notice

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calling a meeting of the Directors) shall be in writing and, if the Board in itsabsolute discretion considers appropriate for any purpose or purposes underthese Articles, any such notice, document or information shall be deemed given,sent, issued, deposited, served or delivered (or the equivalent) where it is sent inelectronic form to an address for the time being notified for that purpose to theperson giving such notice, document or information, but subject always to theprovisions of Article 162. In the case of notices or other documents orinformation sent in electronic form the Board may make this subject to suchterms and conditions as it shall in its absolute discretion consider appropriate,subject to and in accordance with the provisions of the 2006 Act. Nothing inthese Articles shall affect any requirement of the Act and the 2006 Act that anyparticular offer, notice or other document or information be served in anyparticular manner.

159.2 For the purposes of these Articles, notices, documents or information may besent in electronic form by the Company to a person where (i) such person hasagreed (generally or specifically) that the notice, document or information maybe sent or supplied in that form (and has not revoked that agreement), includingon a website (ii) the notice, document or information (as the case may be) is anotice, document or information to which that agreement applies and (iii) in thecase of a notice, document or information being made available on a website, anotice is sent to the person, in a manner for the time being agreed for thatpurpose between that person and the Company notifying such person, of (a) thepublication of that notice, document or information on the website (b) theaddress of the website and (c) the place on that website where the notice,document or information may be accessed, and how it may be accessed, and inany such case the notification referred to in this Article 159.2 shall be treated asthe relevant notice for the purposes of these Articles.

159.3 Subject to the 2006 Act, any notice, document or information is validly sent orsupplied by the Company if it is made available on a website.

159.4 Subject to the members having resolved that the Company may send or supplynotices, documents or information to members by making them available on awebsite, where the Company requests the agreement of a person to receivespecified notices, documents or information by means of a website and theCompany does not receive a response within the period of 28 days (or suchshorter period as may be required by statute) from the date the Company’srequest was sent, such person shall be deemed to have agreed to receive suchnotices, documents or information by the means specified in the request.

159.5 The Company shall, at the request of a member, also provide such member,within 21 days of the receipt by the Company of the request, with a hard copy ofany document sent in electronic form in accordance with these Articles.

159.6 Any amendment or revocation of a notification given to the Company under thisArticle 159 shall only take effect if it is delivered to the Company in writing,signed by the member and on actual receipt by the Company thereof.’’;

(k) by inserting the following new Article 159A:

‘‘159A Authentication

159A.1 For the purposes of these Articles, the Company shall treat any documentreceived by it as sufficiently authenticated if:

(a) where the document is sent in hard copy form, it is signed by the personwho sent it; or

(b) where the document is sent in electronic form, it has been authenticated insuch manner as the Board may, in its absolute discretion, from time to time,determine,

provided that, where a document is sent or supplied to the Company by a personon behalf of another, the Board may, in its absolute discretion, request that the

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sender also provide such reasonable evidence of their authority to act on suchother’s behalf as the Board may specify before the document may be treated assufficiently authenticated.’’;

(l) by inserting the following new Article 162.4:

‘‘162.4 Any notice, document or other information sent or supplied to a member bymeans of the Company’s website, in accordance with Article 159, shall bedeemed to have been received by the intended recipient when the material wasfirst made available on the website or, if later, at the time the intended recipientreceived (or is deemed to have received) notice of the fact the material wasavailable on the Company’s website.’’; and

(m) by deleting from Article 163.1 the words ‘‘section 212 of the Act’’ and substitutingtherefor the words ‘‘section 793 of the 2006 Act’’.

By Order of the Board

R G BarberGroup Company Secretary 3 April 2007

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HSBC Holdings plcIncorporated in England with limited liability. Registered in England: number 617987Registered Office and Group Head Office:8 Canada Square, London E14 5HQ, United Kingdom

Notes:

(1) Voting at the Meeting may be decided on a show of hands, unless a poll is directed by theChairman of the Meeting or a poll is demanded by:

(a) at least five members present in person or by proxy and entitled to vote at the Meeting; or

(b) a member or members present in person or by proxy representing not less than one-tenthof the total voting rights of all the members having the right to vote at the Meeting; or

(c) a member or members present in person or by proxy holding shares conferring a right tovote at the Meeting, being shares on which an aggregate sum has been paid up equal tonot less than one-tenth of the total sum paid up on all the shares conferring that right.

It is again intended that a poll will be conducted on each resolution set out in this Notice ofAnnual General Meeting.

The issued share capital of the company with voting rights on 22 March 2007, being the latestpracticable date prior to the printing of this document, was 11,586,628,706 ordinary shares ofUS$0.50.

(2) A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxiesto attend and vote instead of the member. A proxy need not be a member. Completion andsubmission of an instrument appointing a proxy will not preclude a member from attendingand voting in person at the Meeting.

(3) In order to be valid, the instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed, or a copy of such authority certified notarially or insome other way approved by the Board, must be deposited at: the offices of ComputershareInvestor Services PLC, PO Box 1064, The Pavilions, Bridgwater Road, Bristol BS99 3FA,United Kingdom; the offices of Computershare Hong Kong Investor Services Limited,Hopewell Centre, Rooms 1806-1807, 18th Floor, 183 Queen’s Road East, Wan Chai, HongKong SAR; or Corporate Shareholder Services, The Bank of Bermuda Limited, 6 Front Street,Hamilton HM 11, Bermuda, not less than 48 hours before the time of the holding of theMeeting (or any adjourned meeting). In the case of an appointment of a proxy submitted inelectronic form, such appointment must be received not less than 48 hours before the time ofthe holding of the Meeting (or any adjourned meeting). It should be noted, however, that anypower of attorney or other authority relating to an appointment of a proxy cannot be submittedelectronically and must be deposited as referred to above for the appointment to be valid.

(4) Pursuant to the Uncertificated Securities Regulations 2001, changes to entries on the principalregister of members of the Company maintained in England (the ‘Principal Register’) aftermidnight (London time) on the day prior to the day immediately before the Meeting or anyadjourned meeting (as the case may be) shall be disregarded in determining the rights of amember to attend or vote at the Meeting or any adjourned meeting (as the case may be).Accordingly, a member entered on the Principal Register at midnight on the day prior to theday immediately before the Meeting or any adjourned meeting (as the case may be) shall beentitled to attend and vote at the Meeting or any adjourned meeting (as the case may be) inrespect of the number of such shares entered against the member’s name at that time.

(5) CREST members who wish to appoint a proxy or proxies by using the CREST electronicproxy appointment service may do so for the Meeting or any adjourned meeting by followingthe procedures described in the CREST manual. CREST personal members or other CRESTsponsored members, and those CREST members who have appointed a voting serviceprovider, should refer to their CREST sponsor or voting service provider, who will be able totake the appropriate action on their behalf.

In order for a proxy appointment made by means of CREST to be valid, the appropriateCREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordancewith CRESTCo’s specifications and must contain the information required for suchinstructions, as described in the CREST manual. The message must be transmitted so as tobe received by the issuer’s agent (ID 3RA50) by the latest time for receipt of proxyappointments specified in Note (3) above. For this purpose, the time of receipt will be taken tobe the time (as determined by the timestamp applied to the message by the CRESTApplications Host) from which the issuer’s agent is able to retrieve the message by enquiry toCREST in the manner prescribed by CREST.

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CREST members and, where applicable, their CREST sponsor or voting service providersshould note that CRESTCo does not make available special procedures in CREST for anyparticular messages. Normal system timings and limitations will therefore apply in relation tothe input of CREST Proxy Instructions. It is the responsibility of the CREST memberconcerned to take (or, if the CREST member is a CREST personal member or sponsoredmember or has appointed a voting service provider, to procure that his CREST sponsor orvoting service provider takes) such action as shall be necessary to ensure that a message istransmitted by means of the CREST system by any particular time. In this connection, CRESTmembers and, where applicable, their CREST sponsors or voting service providers arereferred, in particular, to those sections of the CREST manual concerning practical limitationsof the CREST system and timings.

Pursuant to Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 theCompany may treat as invalid a CREST Proxy Instruction if the Company has actual noticethat:

– the information in the instruction is incorrect;

– the person expressed to have sent the instruction did not in fact send it; or

– the person sending the instruction on behalf of the relevant shareholder did not have theauthority to do so.

(6) In the case of joint registered holders of any share, the vote of the senior who tenders a vote,whether in person or by proxy, shall be accepted to the exclusion of the votes of the other jointholders. For this purpose seniority shall be determined by the order in which the names of theholders stand in the Principal Register or either the Hong Kong or Bermuda Overseas BranchRegisters of the Company, as appropriate.

(7) The Directors are Lord Butler†, R K F Ch’ien† (who will retire as a Director on 25 May2007), J D Coombe†, Baroness Dunn*, R A Fairhead†, D J Flint, W K L Fung†, M FGeoghegan, S K Green, S Hintze† (who will retire as a Director on 25 May 2007), J W JHughes-Hallett†, Sir Brian Moffat†, Sir Mark Moody-Stuart†, G Morgan†, S W Newton†, SM Robertson†, H Sohmen* (who will retire as a Director on 25 May 2007) and Sir BrianWilliamson†. The Group Chairman has confirmed that, following performance evaluation, theDirectors standing for re-election under Resolution 3 continue to perform effectively anddemonstrate commitment to their roles. The particulars required to be disclosed, pursuant toRule 13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange of HongKong Limited, of the Directors standing for re-election are:

† Frederick Edward Robin Butler, The Rt Hon the Lord Butler of Brockwell, KG, GCB, CVO,MA

Age 69. Master, University College, Oxford. A non-executive Director since 1998. Chairmanof the Corporate Responsibility Committee and the HSBC Global Education Trust. A memberof the Nomination Committee until the conclusion of the Annual General Meeting in 2007. Anon-executive Director of Imperial Chemical Industries plc. A member of the InternationalAdvisory Board of Marsh McLennan Inc. Chaired the UK Government Review of Intelligenceon Weapons of Mass Destruction in 2004. Secretary of the Cabinet and Head of the HomeCivil Service in the United Kingdom from 1988 to 1998.

* The Baroness Lydia Selina Dunn, DBE, Deputy Chairman and senior non-executiveDirector

Age 67. An executive Director of John Swire & Sons Limited and a Director of Swire PacificLimited. A non-executive Director since 1990 and a non-executive Deputy Chairman since1992. A member of the Nomination Committee. A non-executive Director of The Hongkongand Shanghai Banking Corporation Limited from 1981 to 1996. A Patron of the UKFoundation of the University of British Columbia, a registered charity. A member of the AsiaTask Force. A former Senior Member of the Hong Kong Executive Council and LegislativeCouncil.

† Rona Alison Fairhead, MA, MBAAge 45. Chief Executive Officer and Director of the Financial Times Group Limited and aDirector of Pearson plc. A non-executive Director since 2004. A member, and from the

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conclusion of the Annual General Meeting in 2007, Chairman of the Group Audit Committee.A non-executive Director of The Economist Newspaper Limited. Finance Director of Pearsonplc until 12 June 2006. Former Executive Vice President, Strategy and Group Control ofImperial Chemical Industries plc.

† Dr William Kwok Lun Fung, OBE, BA, BSE, MBAAge 58. Group Managing Director of Li & Fung Limited. A non-executive Director since1998. A member of the Corporate Responsibility Committee and, until the conclusion of theAnnual General Meeting in 2007, of the Remuneration Committee. A non-executive Directorand, since May 2005, Deputy Chairman of The Hongkong and Shanghai Banking CorporationLimited. A non-executive Director of CLP Holdings Limited, Integrated Distribution ServicesGroup Limited, Convenience Retail Asia Limited, Shui On Land Limited and VTech HoldingsLimited. A member of the Hong Kong Trade Development Council. A former non-executiveDirector of Bank of Communications Co. Ltd. Former Chairman of the Hong Kong GeneralChamber of Commerce, the Hong Kong Exporters’ Association and the Hong KongCommittee for the Pacific Economic Co-operation Council.

† Sir Brian Scott Moffat, OBE, FCA, Deputy Chairman and senior independent non-executiveDirector

Age 68. A non-executive Director since 1998 and a non-executive Deputy Chairman since2001. Chairman of the Group Audit Committee and of the Nomination Committee. From theconclusion of the Annual General Meeting in 2007, will cease to be the senior independentnon-executive Director, a member and Chairman of the Group Audit Committee and theChairman of the Nomination Committee. A non-executive Director of Macsteel Global BV.Former Chairman of Corus Group plc and a former member of the Court of the Bank ofEngland.

† Gwyn Morgan, BSc, FCAEAge 61. A non-executive Director since 1 October 2006 and, from the conclusion of theAnnual General Meeting in 2007, a member of the Remuneration Committee. A Director ofSNC-Lavalin Group Inc., and Alcan Inc. A member of the Board of Trustees of The FraserInstitute and the Energy Advisory Board of Accenture Limited. A non-executive Director ofHSBC Bank Canada until 18 April 2006. Founding President and Chief Executive Officer ofEnCana Corporation until December 2005 and Vice Chairman from December 2005 to24 October 2006.

G Morgan brings to the Board as a non-executive Director a background in technical,operational, financial and management positions which are complimentary to the skills andexpertise of other Directors. It is the belief of the Board that G Morgan is fully able todischarge his duties as an independent non-executive Director.

* Non-executive Director† Independent non-executive Director

None of the Directors standing for re-election has any material relationship with anotherDirector, member of Senior Management or substantial or controlling shareholder.

According to the registers of Directors’ interests maintained by HSBC Holdings plc pursuantto section 325 of the Companies Act 1985 and section 352 of the Securities and FuturesOrdinance of Hong Kong, the Directors standing for re-election had the following interests inthe shares and loan capital of HSBC at 5 March 2007 (the date of the Report of the Directors),all beneficial unless otherwise stated. Lord Butler, R A Fairhead and G Morgan had nointerests in the shares and loan capital of HSBC at 5 March 2007. Changes in Directors’interests since 5 March 2007 are shown in note (15) below.

HSBC Holdingsordinary shares ofUS$0.50

Beneficialowner Trustee

Jointly withanotherperson

Totalinterests

Percentage ofordinaryshares in

issue

Baroness Dunn 147,875 28,6501 — 176,525 0.00

W K L Fung 328,000 — — 328,000 0.00

Sir Brian Moffat — — 12,149 12,149 0.00

1 Non-beneficial

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Lord Butler, Baroness Dunn, R A Fairhead, W K L Fung, Sir Brian Moffat and G Morgan,non-executive Directors who are standing for re-election, each receive a Director’s fee of£65,000 per annum. Directors’ fees, which are regularly reviewed and compared with otherlarge international companies, were last authorised by Shareholders at the 2006 AnnualGeneral Meeting, following a comprehensive review of fees paid in other major UKcompanies. In addition, Lord Butler receives fees totalling £50,000 per annum as Chairman ofthe Corporate Responsibility Committee and a member of the Nomination Committee.Baroness Dunn receives a fee of £20,000 per annum as a member of the NominationCommittee. R A Fairhead receives a fee of £20,000 per annum as a member of the GroupAudit Committee. W K L Fung receives fees totalling £40,000 per annum as a member of theCorporate Responsibility Committee and the Remuneration Committee. He also receives a feeof HK$45,000 (£31,470) per annum as a director of The Hongkong and Shanghai BankingCorporation Limited. Sir Brian Moffat receives fees totalling £80,000 per annum as Chairmanof the Group Audit Committee and the Nomination Committee. At the conclusion of theAnnual General Meeting Lord Butler will cease to be a member of the NominationCommittee, W K L Fung will cease to be a member of the Remuneration Committee and SirBrian Moffat will cease to be a member and Chairman of the Group Audit Committee andChairman of the Nomination Committee. At the conclusion of the Annual General MeetingR A Fairhead will become Chairman of the Group Audit Committee. Committee fees aredetermined by the Board. Those Directors to whom fees are payable do not participate in thatdetermination.

Non-executive Directors do not have service contracts with HSBC Holdings plc. The terms ofappointment for the non-executive Directors standing for re-election will expire: in 2008 inrespect of Lord Butler, Baroness Dunn, W K L Fung and Sir Brian Moffat; and in 2010 inrespect of R A Fairhead and G Morgan.

Save as disclosed above there are no further matters or particulars required to be disclosedpursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The StockExchange of Hong Kong Limited.

(8) The general purpose of the authorities to be conferred on the Directors by Resolutions 5 and 6is to enable the Directors to allot shares (or sell shares held by the Company in treasuryfollowing an own share purchase) up to a specified number without having first to obtain theconsent of Ordinary Shareholders in general meeting. The Directors have undertaken that nocapital will be issued which would effectively change the control of the Company or thenature of its business without the prior approval of Ordinary Shareholders in general meeting.

(9) The purpose of the authority to be conferred by Resolution 7 is to enable the Company tomake market purchases of its own shares. The total number of options to subscribe forOrdinary Shares outstanding on 22 March 2007 (the latest practicable date prior to printing ofthis document) was 300,866,008 which represented 2.6 per cent of the issued ordinary sharecapital as at that date. If the Company were to purchase the maximum number of OrdinaryShares permitted by this Resolution, the options outstanding on 22 March 2007 wouldrepresent 2.89 per cent of the issued ordinary share capital.

(10) The purpose of the authority to be conferred by Resolution 8 is to enable the Directors tocontinue to offer Shareholders a scrip dividend alternative.

(11) The purpose of the authorities to be conferred by Resolutions 9 and 10 is to permit theCompany and HSBC Bank plc to make political donations and incur political expenditure upto a maximum aggregate amount of £250,000 (in respect of the Company) and £50,000 (inrespect of HSBC Bank plc) for a further period where such authorities will expire on theearlier of the date on which the last of the sections of the UK Companies Act 2006 relating toratification by shareholders and political donations and expenditure come into force (which isexpected to be in October 2007) and the conclusion of the Company’s Annual GeneralMeeting in 2008. It is not proposed that the Company’s long-standing policy of not makingcontributions to any political party be changed. The authorities are sought only as aprecautionary measure because of the uncertainty as to what might unexpectedly fall withinthe very broad scope of what are defined as political donations or expenditure in the UK

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Companies Act 1985 as amended by the Political Parties, Elections and Referendums Act2000.

(12) The purpose of the authority to be conferred by Resolution 11 is to enable the Company totake advantage of the shareholder electronic communication provisions of the UK CompaniesAct 2006, which includes the deemed agreement procedure. Further details are contained inparagraph 5 of Appendix II.

(13) The purpose of Resolution 12 is to make alterations to the Articles of Association to reflectcertain of the provisions of the UK Companies Act 2006 which have come into force on1 January 2007 and 20 January 2007 and which will come into force on 6 April 2007, furtherdetails of which are contained in Appendix II.

Copies of the Articles of Association of the Company and the Articles of Association of theCompany as proposed to be amended by the provisions of Resolution 12 will be available forinspection at the registered office of the Company in London and at 1 Queen’s Road Central,Hong Kong during usual business hours from the date of this Notice until the date of theMeeting and at the place and on the date of the Meeting from at least 15 minutes before theMeeting begins until the conclusion of the Meeting.

(14) For safety reasons, security checks will be carried out on entry to the Meeting. Shareholdersare reminded that briefcases, cameras and tape-recorders will not be allowed in the Meetingand that all mobile telephones must be switched off.

(15) According to the registers of Directors’ interests maintained by the Company pursuant tosection 325 of the Companies Act 1985 and section 352 of the Securities and FuturesOrdinance of Hong Kong, the following changes in the Directors’ interests, all beneficialunless otherwise stated, in the shares and loan capital of HSBC Holdings plc and itssubsidiaries or associated corporations have occurred during the period from 5 March 2007(the date of the Report of the Directors) to 22 March 2007 (the latest practicable date prior tothe printing of this document):

(a) The undernamed Directors were granted conditional awards of Performance Shares underThe HSBC Share Plan which give rise to additional interests as beneficiaries of a trust inthe number of HSBC Holdings Ordinary Shares of US$0.50 shown below:

D J Flint 246,185

M F Geoghegan 559,513

S K Green 419,635

The awards are subject to the vesting arrangements set out on pages 281 to 283 of theAnnual Report and Accounts.

(b) S W Newton acquired 50,000 HSBC Holdings ordinary shares of US$0.50 as beneficialowner;

(c) H Sohmen acquired a corporate interest in 50,000 HSBC Holdings ordinary shares ofUS$0.50;

(d) Sir Brian Williamson acquired 5,000 HSBC Holdings ordinary shares of US$0.50 asbeneficial owner;

(e) J D Coombe acquired 6,000 HSBC Holdings ordinary shares of US$0.50 as beneficialowner;

(f) The performance conditions for the awards made in 2002 under the HSBC HoldingsRestricted Share Plan 2000 have been met and the awards have vested. Upon vesting, theTrustee of the Restricted Share Plan, unless otherwise requested, sold sufficient HSBCHoldings Ordinary Shares of US$0.50 to meet the tax liability arising on the vesting andsold additional shares as instructed by the participant. The Trustee transferred anyremaining entitlements to shares to the participants. As a consequence, the interests of theundernamed Directors in the HSBC Holdings Ordinary Shares of US$0.50 as

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beneficiaries of a trust have reduced and their interests as beneficial owners haveincreased by the number of shares shown below:

Reduction ininterest as

beneficiaryof a trust

Increase ininterest as

beneficial owner

D J Flint 90,897 —M F Geoghegan 45,449 45,448S K Green 113,621 113,620

(16) No disclosures of major shareholdings have been received by the Company pursuant to therequirements of UK Financial Services Authority Disclosure and Transparency Rule 5.

(17) In the event of a conflict between any translation and the English text hereof, the English textwill prevail.

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Annual General Meeting – 25 May 2007

If there is a question or questions you would like to have addressed at the Annual General Meeting on25 May 2007, please write your question(s) here and return this form as indicated below. Alternatively,please send your question by email to agmquestions@hsbc.com.

Questions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

We will endeavour to address any issues raised when the item of business to which the question relatesis under consideration by the Meeting. Any questions submitted that are not relevant to the business ofthe Meeting will be forwarded for the attention of an appropriate executive. These might includematters relating to a shareholder’s bank account or affairs, which are unlikely to be relevant to thebusiness of the Meeting.

Submitting a question in advance of the Meeting does not affect your rights as a shareholder to attendand speak at the Meeting.

Signed:

Name:

Shareholder Reference Number:

Please return this form to the Registrars: Computershare Investor Services PLC, PO Box 1064, ThePavilions, Bridgwater Road, Bristol BS99 3FA, United Kingdom; Computershare Hong Kong InvestorServices Limited, Hopewell Centre, Rooms 1806-1807, 18th Floor, 183 Queen’s Road East, Wan Chai,Hong Kong SAR; or Corporate Shareholder Services, The Bank of Bermuda Limited, 6 Front Street,Hamilton HM 11, Bermuda.

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Printed by St Ives Direct Edenbridge Limited, Edenbridge, UK, on Revive Special Silk paper using vegetable oil-based inks. Made in Spain,

the paper comprises 60% virgin fibre, 30% de-inked post-consumer waste and 10% mill broke. Pulps used are elemental chlorine-free.

The FSC logo identifies products which contain wood from well-managed forests certified in accordance with the rules of the Forest

Stewardship Council.

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